Good morning, and welcome to the RE/MAX Holdings Second Quarter 2020 Earnings Conference Call and Webcast. My name is James, and I will be facilitating the audio portion of today's call. At this time, I'd like to turn the call over to Andy Schulz, Vice President of Investor Relations. Mr. Schulz, please go ahead.

Thank you, operator. Good morning, everyone, and welcome to RE/MAX Holdings' second quarter 2020 earnings conference call. Please visit the Investor Relations page of remax.com for all earnings related materials and to access the live webcast and the replay of the call today. If you are participating through the webcast, please note that you will need to advance the slides as we move through the presentation. Turning to Slide 2, our prepared remarks and answers to your questions on today's call may contain forward-looking statements. Forward-looking statements include those related to agent count, franchise sales, financial measures and outlook, brand expansion, competition, technology, housing and mortgage market conditions, and including statements about recovery of those markets, capital allocation, dividends, strategic and operational plans and business models. Forward-looking statements represent management's current estimates. RE/MAX Holdings assumes no obligation to update any forward-looking statements in the future. Forward-looking statements address matters that are subject to risks and uncertainties that may cause actual results to differ materially from those projected in forward-looking statements. These are discussed in our second quarter 2020 financial results press release and other SEC filings. We will refer to certain non-GAAP measures on today's call. Please see the definitions and reconciliations of non-GAAP measures contained in our most recent quarterly financial results press release, which is available on our website. Joining me on our call today are Adam Contos, our Chief Executive Officer; Karri Callahan, our Chief Financial Officer; Ward Morrison, President of Motto Mortgage; and Nick Bailey, RE/MAX Chief Customer Officer. With that, I'd like to turn the call over to RE/MAX Holdings CEO, Adam Contos. Adam?

Thank you, Andy, and thanks to everyone, for joining our call today. Looking at Slide 3, the coronavirus pandemic of 2020 has been the business stress test, that no one could have imagined. And while this year has certainly been challenging, it has also reconfirmed the many strengths of our company, brands and networks, that brought the resiliency of our model and clear focus and reinforced our confidence in our systems, networks and people. Overall, I'm very pleased with the results to-date. I'd like to thank our entire team for their hard work, dedication and perseverance at these extreme conditions. Highlights of the second quarter included, revenue of $52.2 million, adjusted EBITDA of $18.9 million, adjusted EPS of $0.38. Total RE/MAX agent count continues to grow, up almost 4% and finishing at almost 132,000 agents. RE/MAX affiliates increasingly adopted RE/MAX technology tools and took advantage of our training during the lockdowns. And perhaps most notably, Motto franchise sales accelerated, and we have a real chance to have our best year of Motto franchise sales ever in 2020. We view our performance thus far in 2020 as an affirmation of our business model, our multi-year investments in technology, our financial discipline and our overall strategy. Ward, Nick and Karri will elaborate more on that in a moment. In the field, our RE/MAX and model professionals have adapted to the environment exceptionally well, leveraging technology and adhering to social distancing guidelines to expertly guide consumers in a safe and largely virtual way. Our networks are finding opportunities to grow and build their businesses in this demanding time. In fact, model side sales increased during the second quarter and posted its best second quarter of franchise sales yet. On the RE/MAX side, global agent count continue to rise. While, agent count in the…

Thanks, Adam. Moving to Slide 5, Motto's three big areas of focus for 2020 are franchise sales growth, technology and enhancing broker profitability. We made meaningful strides on all these fronts during the second quarter, despite the pandemic. The headline for the quarter was accelerating franchise sales. As Adam mentioned earlier, we had our best stretch of annual franchise sales ever, exceeding 60 sales during the trailing 12 month period ended June 30. This momentum is particularly notable, because we transitioned our franchise sales efforts to a largely virtual experience during the second quarter. Franchise sales have continued to be strong for the month of July, and we recently sold our 200 franchise, a huge accomplishment and major milestone for any franchise brand regardless of industry, but especially, when you consider it took us less than four years to achieve. We anticipated last fall that inflection point in franchise sales was nearing, and the numbers since then suggests we were correct. We believe a combination of several factors is helping to drive increased sales. First, increase brand awareness and ongoing advertising has produced growing lead generation, which has enhanced our candidate pipeline. Next, with potential franchisees and lockdown during much of the second quarter, the counter cyclical nature of our business model was on full display for our various customer types. Existing real estate brokerage owners and teams reflected on the strategic and financial importance of ancillary business opportunity, and how it could help them diversify their revenue streams. Investors and existing mortgage professionals saw the strength of the mortgage market, and new Motto is the right opportunity to support them delving into the financial services industry. Furthermore, as interest rates reached historic lows, current Motto owners are enjoying a meaningful increase in refinance business, and were willing to share…

Thanks, Ward. Good morning, everyone. Looking at Slide 6, the impact of the pandemic on residential real estate during the past few months was historic, as the market stalled in late March into early April, and then came roaring back in June and July, when buyers and sellers appeared ready to transact a year's worth of activity in just nine months. Of the many conclusions we can draw from recent events, I think the one that's most apparent is that the real estate agent remains the most important part of the transaction will continue to be for a long time to come. Buying and selling a home is a massive complicated undertaking, and importantly, consumers and millennials in particular are increasingly using agents, as they want professional advisor to offer guidance, explain options and validate their decisions. This was especially true during challenging times like these, when clarity can be elusive. Secondly, we knew from our nearly five decades of experience that the most important thing we could do during the changing market was to expand our service offerings to our franchisees and agents. We moved very quickly to make sure our brokers, agents, and teams have the tools, training, and technology they needed to shift into a more virtual business environment, and expand what we believe is the industry's leading value proposition. We also were able to offer meaningful financial support, providing critical relief when it was needed the most. The amount of goodwill we generated was enormous. Turning to Slide 7, perhaps the most important take away from this past quarter is that it really accelerated our technology transformation. We pivoted from a company launching products to one that is moving toward creating the very best agent consumer digital experience possible. Over the past couple of years, we've…

Thank you, Nick. Good morning, everyone. Turning the Slide 8, our franchise business model, strong balance sheet, and overall financial discipline enabled us to successfully navigate, the challenging environment during the second quarter. Our franchise model with both of our brands 100% franchise has many attractive financial characteristics, including being asset like, and having a comparatively fixed cost structure. Combining the strength of the franchise model with our unique business model, one that is attractive to full time, highly entrepreneurial professional due to its primarily recurring revenues based on use and views, generates relatively high margins and strong free cash flow. The global pandemic moved swiftly, and we believe we were able to respond just as quickly due, to the attractive financial characteristics of our business model and the financial flexibility that it provides. We adjusted our cost structure rapidly to align with the environment without resorting to date to layoffs or furloughs. Simultaneously, we expanded our service offerings, extended our networks meaningful financial support, and maintained our dividends. Despite the extraordinary circumstances of the second quarter, we generated an adjusted EBITDA margin of almost 37%, and converted almost 70% of adjusted EBITDA to free cash flow on a trailing 12 month basis through June 30. The strong cash generative nature of our business was on full display, as our cash balance, excluding the marketing funds, has increased $1.5 million to $84.5 million during 2020, despite the pandemic. Turning to Slide 9, looking at our second quarter performance. Total revenue was $52.2 million, a decrease of approximately $19 million or 27% compared to the second quarter of 2019. Total revenue decreased primarily due to temporary pandemic-related financial support initiatives introduced in April, that reduced both continuing franchise fees and marketing fund fees for two months during the quarter, as well…

Thanks, Karri. Moving to Slide 12, as we surpassed the halfway point of the year, we've done a great job at adapting to the current challenges, just like we have for almost 50 years. We are confident, we have the brands, the business model, the financial strength, and the networks to endure and thrive. We remain focused, motivated and in constant touch with our membership. Flexibility leads to productivity, which builds longevity, even in times of uncertainty. How we talk to and care for our customers has always been the hallmark of our success. We've gotten closer to our customers than I think we've been in a long time, and I'm super proud of everyone for this, because this builds trust. As a business that builds businesses, trust is everything. It builds community. It keeps everyone tightly together. With that operator, let's open it up for questions.

[Operator instructions] Our first question comes from the line of Ryan McKeveny from Zelman & Associates. Go ahead, please. Your line is open.

Hey, thanks so much, and good morning. Adam, so, there's a lot that made in the industry around this kind of urban to suburban dynamic. And, of course, you guys are very nationally diversified and even let's say somewhat less exposed to markets like New York City. But just curious, given the breadth of your footprint, how are you thinking about this kind of suburban boom that's going on? How much do you think is sustainable versus sort of temporary? Just curious, how you're thinking about those pieces and maybe what you're seeing in real time across your network? Thank you.

Hey. Good morning, Ryan. It's interesting, I get this question a fair amount. And it's not really a binary question in this industry, but it's a combination question where, what we're seeing is happening, where we are seeing people move to the suburbs, but there's more. The factors aren't just kind of the current situation going on with respect to COVID, or anything going on in cities that people are moving from. I mean, really, this is kind of the perfect storm in real-estate, I believe. It's a combination of things, obviously, the foundation of which is interest rates are amazing. I was talking to somebody yesterday, who got a loan for 2.5% on a 30 year, so it's fascinating. So, when you look at that there's an interest that people immediately have, but ultimately, when you start looking at what are the other factors in this, there are many, many out there. And we're very excited about this, because obviously we are very much a suburban-based franchise organization as well, the majority of our franchises do exist in -- out in the outlying neighborhoods in Middle America. So, ultimately what it boils down to is you've got just several handfuls of factors, including the fact that the largest purchasing amount of the millennial generation has just entered the first time homebuyer, that age range and everything is lining up to be really well set for that. Not to mention the fact that people have experienced life changing circumstances, where they look around their home. They've spent nearly six months in their home, way more critically than before, as well as they're looking at where do I want my kids to go to school? Are we starting a family? All those other mitigating factors, but they've kind of culminated all together at once right now, and we're seeing a great deal of activity. That being said, and I know Nick addresses this regularly, and I'll pass this off to him to put any final thoughts in it. But, we do have a shortage of inventory and we need that. So, the homebuilders are out there like crazy building, may be the perfect time for them, as well, because there's definitely no shortage of buyers and a lot of interest. So, Nick do you have anything to add that?

Yes. I think that the combination of interest rates and the desire and the ability to live in a larger property has driven part of this, and of course, people being permitted to work-from-home. Over the past number of decades, we have seen the population get closer and closer to urban areas, and a lot of that was driven by location of where their job is. And so, you see that when those prices rise, people have to increase their commutes because they can get a bigger house for less money, if they're willing to go a little farther from the city. And with increased job flexibility of being able to work-from-home, it allows them to maybe get a property that better fits their lifestyle or their family.

Thank you, guys. I appreciate that color. And, of course, mentioning the low interest rates, I guess, a question for Ward. A lot has been made in the mortgage industry on just very tight capacity, many lenders trying to kind of hire as quickly as they can. I'm curious how just the kind of boom going on in the mortgage market is -- plays into either the competitive strength of Motto as kind of the broker channel. Just curious kind of how you think big picture about, what's going on from a mortgage industry standpoint? And is that actually given how robust things are and how busy people are, is that actually maybe holding back some Motto activity, even though obviously, you're definitely making very nice progress there? But, just curious how you kind of frame your business in the mortgage space kind of relative to what's going on, and sort of what are the key areas to really push that even further forward?

Hey, Ryan. We're bullish on brokerage. The brokerage channel continues to grow. The last number I saw was about 20% market share. Prior to the great recession, we were about 40%. So I still think we have a plenty of upside left to go. But brokerage continues to provide options to people, particularly in this time, like Adam is saying, our brokers are out there shopping across our group of wholesalers and providing the consumers options. Instead of just going to your local bank and getting one option you're going to a broker who's giving you multiple options. So we continue to be, like I said, bullish on brokerage and the growth of this particular channel. And we see that in Motto. Motto is growing. Through the first seven months, we're almost exactly what we did in all volume last year, so we're excited about that. The growth on year-over-year and volume is going to be fantastic. A lot of that is due to the refis, but a lot of it's due just to the growth of our network and the success of the network. And sales have been doing fantastic in the last quarter. You wouldn't think, during this particular pandemic, we'd be crushing it, but we're doing a great job in sales. Even though our staff has moved virtually they are continued to be successful in finding the candidates. So, I think mortgage is obviously with the rates been as low as ours is going to be hot for the next few months, if not years. So, we're excited to ride that train.

That's great. Thanks so much.

Our next question comes from the line of Anthony Paolone with JP Morgan. Go ahead, please. Your line is open.

Great. Thank you, and good morning. So, I have a question about Motto as well. Just trying to understand since you're not going to participate necessarily in the volume of a given store. Like how do you think about just how many of those you can sell? Can a Motto office do mortgages two towns away the state over? I am just trying to think about the addressable market and how many of these you can really sell?

Yes, great question. From our perspective, originally, we were looking at sort of just the RE/MAX base, where we have over 3,000 franchise in the U.S., and we thought about a third of those were our addressable market. But now that we expanded outside to LOs investors and other real estate brands, we think sort of the sky is the limit. We believe that getting to 1,000 or even more than 1,000 is doable over time. And we'd still have the same types of scale at margins to app scale, that we would have on the RE/MAX side in the franchise system. So although, we don't participate in the transaction, increasing the sales and increasing our office count will produce topline revenue and produce margins that are consistent with what we see on the RE/MAX side. So, we believe that the addressable market is very large and that we can get a 1,000 plus franchises out there. I get compared to my big brother all the time. So I got to compete, and we'll get there. It's going to take some time, but we're seeing an inflection and an increase in sales. So, we hope we can get to that number sooner rather than later.

Got it. So, there's no geographic boundaries, like I shouldn't think about it so physically? So, if a team at some other firm distinct state, this would be really helpful. They could open a Motto office and just go at it.

Absolutely. And the biggest thing about mortgage is that, it's not localized like real estate. Mortgage once your license and let's say the State of Florida, you can do it from the Panhandle down to the Keys, you can do alone. So even if you're a team there in Tampa Bay and buy a Motto and are concentrating on a lot of the volume coming through your team. You can still do a refi throughout the state. We also allow ours to expand virtually into to other states, as long as state allows reciprocity. And we're seeing success where somebody might have a license and a Motto in Michigan, but they're doing loans in Florida because a lot of their client base or snowbirds who go down there. So, we do give them an opportunity to be as successful as they want to be. And so that's sort of how we do it. So, we limit a little bit of their footprint, because we want to sell more franchises, but we don't make it detrimental to them.

Got it. Thank you. And then just second question. In this environment, does this create any change in appetite for acquisitions or any sort of other capital investments? Or does it open up any opportunities?

Hey, good morning. Tony, it’s Karri. So, as we stated our capital allocation priorities remain unchanged, and I think despite the pandemic, the strength of our business model and the financial flexibility and stability that it provides, were really highlighted. And so we're always looking at opportunities to really diversify our revenue streams, and drive our topline from an organic growth perspective. And I think, we we're very fortunate with the strength of the business model, the free cash flow that is generated to be able to think about strategic capital allocation opportunities.

Okay. Thank you.

Our next question comes from the line of Stephen Sheldon with William Blair. Go ahead, please. Your line is open.

Hi, thanks. Nick, can you give some details on agent uptake of booj that I didn't catch. Can you go through that again? And then just beyond general uptake of booj, how much engagement have you seen within it? And how much are you seeing agents incorporating it into their day-to-day operations?

Yes, great question. We talked about that the increase, for example, just in websites that over 5,000, we continue to increase our digital footprint fairly significantly. And so from there, we not only look at total adoption, but then when we think of engagement of daily users, and we've seen that increase as well as activities within the system, and that has turned into the number of leads. We saw that go up by over 30% in March and over -- or in May, rather, and over 80% in June. So, that's direct leads that are going to our top producing agents and that continues to increase.

Got it. That's helpful. And then just good to hear the U.S. agent -- U.S. and Canada, agent count stabilized in June and July. Still down a touch in the quarter overall. So can you talk about some of the moving pieces there, gross adds and retention? And what impact did you see from some of the growth initiatives to promote the technology offerings in May and June?

Hey, Stephen, this is Adam. I'll give a little bit of front end to this and I'll pass it back to Nick. I'm really excited about how we are seeing the agent count stabilize. Nick and his team have been doing just a fantastic job of really, really increasing engagement with our franchisees and the recruiting spectrum there, which as you know, our organization is a membership-based organization, where we open and support our franchisee business owners, and help them grow their businesses. We're a business that grows businesses. And Nick has implemented some great new programs. I'll pass it back to him for. But I have to tell you, I'm very pleased with the engagement level and the activity level of our franchisees at this point. And I think that's part of the results that you're seeing, our communication with them and everybody moving in the same direction. With that, Nick, what would you like to add?

Yes. I think overall, when we came off of fourth quarter last year, we had some tremendous momentum, one of the best fourth quarters and growth that we've seen in 17 years. And that momentum carried into the first of the year, and obviously the pandemic created a quick shift. However, the one thing to note, though, we are not the home for every real estate license. We are known for having top producing, full time real estate agents. And so, we're not known just to warehouse non-producing agents. And so, as the level of uncertainty, especially the first part of the second quarter, affected the decisions of where people -- where agents hung their real estate licenses. We're thrilled with the fact that now how we're executing on all of the recruiting strategies is showing that, as the certainty returns at some level to the real estate industry, we're seeing that stabilization that we can move forward on from June, July.

Great. Thank you.

Our next question comes from the line of Vikram Malhotra with Morgan Stanley. Go ahead, please. Your line is open.

Thanks for taking the question. So just maybe first to get some additional color on Motto. Just curious to see how the mix of sales has trended between RE/MAX owners versus non? And kind of what do you expect going forward?

Hey Vikram. Yes, I mean, we've decreased obviously the amount to RE/MAX’s, so they're now make up less than 70% of our overall sales. So, the other 30% are investors, loan originators, or independent real estate brands. Real estate still combine does more than about, just about 75%, 80% just shy 80% is still real estate, accounting RE/MAX’s. We continue to believe that RE/MAX’s will be a lion share, but other brands are stepping up and jumping into the fray. We've had some recent sales to some other brands and are excited about supporting them in that, and still trying to expand across all the brands out there. We'll get them, it just takes some time. But we recently sold to a C21 in a market place, and we're excited about the opportunity for them. And expanding across it. So, I still think will decrease RE/MAX, but they'll still be the lion share, and the other types are having equal if not better success than even RE/MAX’s. So everybody is doing well of all the customer types.

Okay, great. And then just on the U.S. agent trend obviously, agreed, it's good to see it stabilize. I'm just wondering in this environment, you tend to see more of a shakeout, where I'm assuming higher producers are more stickier and then, maybe there's some distress in some of the smaller brokerages, smaller competitors of yours. I want to just get a sense of as you go out to try to recruit, maybe give us a bit more color on how you are segmenting the field so to say? Is there any region, any areas where you think you can have better success in the U.S. or Canada?

Yes. So, overall, I think you're correct there in terms of there are companies that have cracks, and shifts in market bring out the best in the worst in some of those models. And the one thing that we look at, that we're very fortunate is, this is the seventh recession that RE/MAX has experienced. And being around nearly fifty years, we have the experience to know that the model has been so strong on any side of the market, whether it's going up or whether it's going down. And then, how we look at recruiting on that, is our offices now are looking for potential opportunities that exist now that maybe didn't four or five months ago, which includes roll-ins or possible acquisitions of companies. And so there are now likely more opportunities, not just to recruit one by one, but possibly roll in smaller companies, that maybe did not have the wherewithal to sustain even a short temporary shift like we've experienced.

Okay, great. And then, just last one on the international front. Now it’s obviously, it’s been a while, we’ve seem pretty stupendous growth in agents internationally. I'm just wondering, how should we think about sort of the very near-term, but maybe even the medium-term three year outlook for international? Could they start to become a more meaningful contributor? Are there specific regions you're targeting to maybe change? I know the model there is more based on offices versus agents in terms of fee revenues, but any additional color would be helpful?

Yes. We see the global side of it, is being continuing to be tremendous opportunity, because when you look at the footprint that we have just in the U.S. and Canada, and compare that to where we’re globally, there is still a lot of runway in many, many countries that have -- that are early on in their growth. And so, as we believe that moving forward the global side has upside to it.

Yes. Vikram, this is Karri. The other thing that I would add too to that is part of the reasons that we've been so excited about the investments that we’ve made from a technology perspective, is really thinking about how we can leverage those competitive advantages, both in terms of the global footprint as well as the technology blueprint. And so, really combining all of those things and really leveraging all of those strings, is something that we're really excited about, as we think about the medium and long-term.

Great. Thank you so much.

[Operator Instructions] And our next question comes from the line of Tom McJoynt with KBW. Go ahead, please. Your line is open.

Hey, good morning. Thanks guys for taking my question. I wanted to ask again about Motto, it looks like there are no new openings in July. Was that just a function of perhaps no sales back in kind of March, April when we were at kind of peak uncertainty? Or just there is a normal for kind of one month and not having any new opening?

Yes. Tom, obviously, we're trying to always decrease the days to open and are focused on that. But some of the things that we did have continue to be the states. We can't control always how the state is going to process a new application. So, some of that is relative to the states still getting back into the swing of things. So, as they do that, I think we have over 40 plus that are in licensing right now. So, I would expect that to open up very soon as the states approve those licenses. But some states take 20 days, some take 45 days to review application. So, as the states review those, I think we'll see a lot more opens moving forward.

Got it, thanks. And switching gears, you guys called out some higher legal expenses and I believe this spans maybe at least one or two quarters. Is that just the piece of industry litigation? Or is there any other thing going on that I wish to be aware of?

Yes. Good morning, Tom. It is related to the ongoing industry litigation. So, it is some noise that we knew about heading into 2020, and we're just continuing to see that impact the P&L.

Okay, got it. That's it for me. Thanks, guys.

Our next question comes from the line of John Campbell with Stephens Inc. Go ahead, please. Your line is open.

Hey, guys. Good morning.

Good morning.

Hey.

It sounds like you had some pretty encouraging, I guess tech trends across the app usage and some of the agents kind of launching the new personalized websites. I might have missed this. I don't know if you guys provided this. But what was the traffic growth to the kind of overhaul in remax.com? I know a lot of the portals in the space obviously saw pretty meaningful traffic growth. Did you guys kind of experience the same thing in the quarter?

We did, month-over-month traffic increased. And it was approximately 125% that we saw out of the first month within the pandemic, and it continued to increase. Hence, the reason that we saw the increase in leads in May by over 30%, and then of course, 80% in June.

Okay, that's helpful. And then you guys have talked about, I guess, expectations for U.S. agents to be up to kind of hundreds of agents this year. And just kind of getting back, I think you guys said, the U.S. agent growth at some point this year, you still feel like that's pretty achievable goal?

Yes, that's what we're excited about. We look at the recruiting initiatives that are firing on all cylinders from every angle that we started to implement, at the end of last year. We continue to refine that. And we've seen the engagement level from our membership increased dramatically at how many people are taking advantage of all the offerings. And what we have done to completely refresh the assets of our recruiting materials and our training, I believe will continue to bear great fruit as we continue throughout the year.

Hey, John it's Karri. The one thing that I would add to that is, Nick is absolutely right. There's been tremendous initiatives and momentum going in terms of everything that we're seeing from an agent count perspective. And the stabilization that we've seen in June and July is really encouraging, and we're really excited about that. Obviously, the pandemic did up end things, and it is causing a little bit of noise, just because of some of the headwinds that we saw in April. So, I just want to make sure that we do call that out, but there's going to be a little bit of headwind in Q3, because of that.

Okay. And then Karri, with the degree of recurring revenue, I was a little surprised you guys didn't provide an official kind of 3Q guidance. I missed some of your commentary. But what are you guys holding off? Is that mainly just kind of a macro thing? Are you reserving the right to cut or maybe the defer fees again?

No. I mean, look, the decision we made in June to not offer any additional financial support, we feel very solid about. The green shoots that we're seeing in terms of the macro are strong. It is more of a macro decision that we decided to pull back on that. When some of that macro uncertainty wanes, we'll get back to providing kind of formal guidance.

Yes. And Karri, if I can add one thing to that. I mean, the one thing that we're hearing over the past several weeks when we engage with many agents and our offices, the number that have said that this is historically some of the best months that offices have had in decades, or agents that are having their very best years ever, that is not what most people were thinking three months ago. So, some of the recoveries that we're seeing would indicate that those decisions were made and we don't believe we'll have to provide that again anytime throughout the rest of the year.

Okay, great. Thank you guys.

There are no further questions in queue at this time. I'd like to turn the call back over to Mr. Schulz.

Well, thank you, operator, and thanks to everyone, for joining us on the call today. Have a great weekend. That concludes the call.

This concludes today’s conference call. You may now disconnect.